OP Corporate Bank plc Latvia Branch (former name: Pohjola Bank plc Latvia Branch) GENERAL TERMS AND CONDITIONS

Transcription

1 OP Corporate Bank plc Latvia Branch (former name: Pohjola Bank plc Latvia Branch) GENERAL TERMS AND CONDITIONS

2 TABLE OF CONTENT DEFINITIONS APPLICATION AMENDMENTS TO GENERAL TERMS AND CONDITIONS REPRESENTATIONS IDENTIFICATION OF THE CUSTOMER AND AUTHORISED REPRESENTATIVES. PREVENTION OF MONEY LAUNDERING AND TERRORISM FINANCING CONFIDENTIALITY PERSONAL DATA NOTIFICATIONS AND EXCHANGE OF INFORMATION CUSTOMER S OBLIGATION TO COOPERATE COMMISSIONS. PAYMENTS TO THE BANK SECURITY FOR THE BANK S CLAIMS AGAINST THE CUSTOMER LIABILITY TERMINATION OF TRANSACTION APPLICABLE LAW AND PROCEEDINGS FOR DISPUTE RESOLUTION TERMS AND CONDITIONS OF ACCOUNT TERMS AND CONDITIONS OF PAYMENTS TERMS AND CONDITIONS OF STANDING ORDERS TERMS AND CONDITIONS OF SWEEPING ORDERS TERMS AND CONDITIONS OF CURRENCY EXCHANGE TERMS AND CONDITIONS OF TERM DEPOSIT Page 2 of 24

3 DEFINITIONS The terms below shall have the following meaning: Account means a current account opened with the Bank in the name of the Customer. Account Agreement means an agreement for the opening and servicing of the Account concluded between the Customer and the Bank. Authorised Representative means a natural person, for which the authority to act and to sign on behalf of the Customer as regards the Account, the Customer shall specify in the Specimen Signature Card. Bank means OP Corporate Bank plc (former name: Pohjola Bank plc; registration number: ; legal address: Teollisuuskatu 1b, 00510, Helsinki, Finland), which is represented in Latvia by OP Corporate Bank plc Latvia Branch (former name: Pohjola Bank plc Latvia Branch; unified registration number: ; registered address: Muitas iela 1, Riga, LV-1010, Latvia). Bank Currency Exchange Rate means the exchange rate that is defined in the Bank during the respective day for each of the currencies served by the Bank. Bank Group shall mean companies in the same group with OP Financial Group. Information about the Bank Group is available on the Website. Banking Day means any working day in Latvia, when the Bank provides financial services. For currency exchange Transactions and other Transactions with currency exchange, the Banking Day shall mean any working day in Latvia and Finland, when the Bank provides financial services. Base Rate means EONIA, EURIBOR or USD LIBOR for the relevant period. Beneficial Owner means a natural person, who owns or directly or indirectly controls at least 25 per cent of the merchant's fixed capital or of the total amount of voting shares, or who controls the merchant s activity in any other way; who directly or indirectly has the right to property or who directly or indirectly controls at least 25 per cent of a legal entity other than a merchant (a person or a group of persons for whose benefit an establishment has been set up is considered the Beneficial Owner of the establishment. A political party, partnership or cooperative society is considered the Beneficial Owner of the relevant political party, partnership and cooperative society); for whose benefit or in whose interests the Transaction relationship is being established; for whose benefit or in whose interests an individual Transaction is being executed without establishing a Transaction relationship. Beneficiary means a natural or a legal person (or other legal entity) specified in the Payment Order, which is the intended beneficiary of the funds. Cross-border Payment means the Payment to the foreign bank as well as the Payment in foreign currency to the beneficiary s bank located in Latvia, or Group Payment. Customer means a corporate entity, a partnership or other analogue entity to whom the Bank is providing services in accordance with the Transaction or having applied for receipt of services in the Bank; if the Transaction refers to the branch or representative office, the Customer to which the concluded Transactions are binding shall be deemed to be the principal company of the appropriate branch or representative office. Customer Information means any information that is related to the contractual relationship between the Customer and the Bank, data on the Account of the Customer and the Payments made by the Customer. Deposit Agreement means term deposit agreement entered into by and between the Parties. Deposit Amount and Currency means an amount and currency indicated in the Deposit Agreement. Deposit Interest Rate means an annual interest rate of the Term Deposit indicated in the Deposit Agreement. Deposit Maturity Date means a date indicated in the Deposit Agreement when the Term Deposit expires. Deposit Starting Date means a date indicated in the Deposit Agreement when the Term Deposit starts. EEA means the European Economic Area, which consists of the European Union member states, Norway, Liechtenstein and Iceland. EONIA means the daily weighted average annual interest rate in euros, which is calculated by the European Central Bank. EURIBOR means the annual interest rate in euros at which banks borrow money on the interbank market of the European Union member states for a given period and fixed by the European Banking Federation. General Terms and Conditions mean these general terms and conditions. Group Payment means the Payment within the Bank Group (between the banks belonging to the Bank Group in Finland, Estonia, Lithuania and Latvia). Page 3 of 24

4 IBAN (International Bank Account Number) means the customer s account number assigned in accordance with international standard (ISO13616) in banks and other financial institutions. Intermediary Bank/Correspondent Bank means a bank, which is involved in the execution of a Payment that is neither the Bank nor the Beneficiary's bank. Intra-bank Payment means the Payment in any currency between different Accounts of one Customer or between accounts of different Customers within the Bank. Law means the law of the Republic of Latvia On Payment Services and Electronic Money or other law, or normative act replacing it. Money Laundering means actions carried out for the purpose of concealing or disguising the illicit origin of funds or assisting any person who is involved in committing of a criminal offence in evading the legal liability, i.e., conversion of proceeds from crime into other valuables, transfer of their location or ownership; concealment or disguise of the true nature, origin, location, disposition, movement, ownership of proceeds of crime; acquisition, possession or use of proceeds of crime, if at the time of acquisition of such rights it is known that these are proceeds of crime; or participation in any of these activities. NetBank means a remote control system of current account, which is available to the Customer via the Internet. Party means the Customer or the Bank, each individually, and the Parties shall mean the Customer and the Bank collectively. Payer means the Customer commencing the transfer of funds by submitting a Payment Order to the Bank. Payment means an activity commenced by the Payer or the Beneficiary with the aim to transfer funds, carry out a transfer or to draw out funds regardless of the obligations underlying the legal relationship of the Payer or Beneficiary. Payment Order means an order to the Bank to execute a Payment submitted by the Customer in writing or electronically. Payment Services Provider means a bank or other authority empowered to provide payment services in terms of the Law. Personal Data means any information relating to the Authorised Representative, the Beneficial Owner and any other natural persons directly or indirectly related to the Customer, identified by the Bank and Personal Data whereof is processed when providing services to the Customer. Price List means a price list established by the Bank, and amended by the Bank from time to time, setting out the prices charged by the Bank for certain services offered by the Bank. Quotation Day means: in the case of EONIA - the previous Banking Day; in the case of EURIBOR - the first day of the respective Base Rate period. SEPA Payment means the Payment that conforms to the following conditions: payment currency is EUR; the Beneficiary's bank is established in SEPA payment area: the European Union member states, Norway, Iceland, Liechtenstein, Monaco or Switzerland; the Beneficiary's account number is in IBAN format; the Payment contains the Beneficiary's bank SWIFT/BIC code; type of Payment is Standard or Express Payment within SEPA payment area (in NetBank SEPA Express payment) and type of the Payment Commission is the SHA (shared). SEPA Payments within Latvia are processed with same day value and SEPA Payments to other countries are processed with value next Banking Day. Specimen Signature Card means a card that contains the signatures of the Authorised Representatives, authorisation to represent the Customer in Transactions, except the credit risk related Transactions, if applicable - the imprint of the Customer's seal, and other information required by the Bank included into the Specimen Signature Card. SWIFT/BIC Code means the code allocated by ISO (International Standard Organisation) for identification of financial institutions. SWIFT/BIC is 8 or 11 characters long and a combination of letters and numbers that is unique for each financial institution/bank. Temporary Account means the Account which is opened to a newly established capital company before its registration with the Register of Enterprises of the Republic of Latvia, to which share capital of the capital company established by its founding documents is paid. Dealing with funds paid in the Temporary Account is blocked. Term Deposit means a term deposit for fixed period of time in accordance with the Deposit Agreement. Transaction means any transaction between the Bank and the Customer. Unique Identifier means an account number in the IBAN format or account number and SWIFT/BIC Code for the Payment Services Provider, which expressly allows identifying the Beneficiary. USD LIBOR means the London interbank market credit annual interest rate at which the banks get offers to borrow the money in dollars of the United States of America for a certain period. Website means the Bank's website Page 4 of 24

5 1 APPLICATION 1.1 These General Terms and Conditions shall govern relations between the Bank and the Customer. 1.2 On entry into the relationship of the Transaction with the Bank, the Customer declares that he has become acquainted with these General Terms and Conditions, provisions of the relevant agreements to be concluded with the Bank, as well as the Price List, Bank Currency Exchange Rates and interest rates of the Bank, agrees with them and recognises them as binding in respect of all the Transactions. General Terms and Conditions shall form an integral part of all the Transactions and agreements to be concluded between the Parties. General Terms and Conditions shall have the same legal force as other agreements to be concluded between the Parties. In the event of a conflict between the provisions of the General Terms and Conditions and the terms of the agreement to be concluded between the Parties, the terms of the agreement to be concluded between the Parties shall apply. 1.3 The Customer can become acquainted with General Terms and Conditions, Price List, Bank Currency Exchange Rates and interest rates, at the premises of the Bank during the Bank s working hours and at its Website, as well as receive advice on any Transaction of interest and its conditions by calling phone The Parties may enter into Transactions in electronic form, in accordance with the Electronic Services Agreement. 2 AMENDMENTS TO GENERAL TERMS AND CONDITIONS 2.1 The Bank shall be entitled to amend the General Terms and Conditions unilaterally. The Bank shall notify the Customer of the amendments to the General Terms and Conditions by placing the relevant notification in the NetBank as well as on its Website. The Bank shall place the amended General Terms and Conditions on its Website. 2.2 Amendments to the General Terms and Conditions shall enter into force and become binding to the Customer not earlier than two months after the relevant notification is placed in the NetBank and on Website, unless amendments to the General Terms and Conditions or law of the Republic of Latvia set forth another term for the date of entry into force of the amendments to the General Terms and Conditions. The Bank is not responsible for losses and other additional expenses incurred by the Customer if the Customer has not become acquainted with amendments to the General Terms and Conditions. 2.3 General Terms and Conditions and amendments thereof shall not apply to Transactions that are fully executed and completed before the date of entry into force of the General Terms and Conditions and amendments thereof. 2.4 If the Customer before the date of entry into force of the amendments to General Terms and Conditions has not submitted its objections to the Bank, it is considered that the Customer has agreed to the amendment of legal relationship between the Parties in accordance with provisions of the amendments. If the Customer does not agree with amendments to the General Terms and Conditions, it shall be entitled to terminate the Transactional relationship with the Bank in the part to which amendments to the General Terms and Conditions apply immediately before the date of entry into force of the amendments without application of penalty sanctions. In the event of termination of a relationship the Customer shall submit to the Bank all the necessary documents and carry out all the necessary activities for settlement of the obligations deriving from the legal relationship between the Parties. 3 REPRESENTATIONS 3.1 The Customer represents that: a) the Customer has full legal ability and capacity for conclusion and for execution of the Transactions; b) the Customer has all the necessary rights, permits, licences and authorisations for the conclusion and execution of the Transaction; c) the Transaction and all the effects thereof are binding to the Customer and do not result in infringement of the law of the Republic of Latvia and the law of the place of execution of the Transaction; Page 5 of 24

6 d) all the information that the Customer has provided to the Bank, including on activities of its Beneficial Owner, financial situation, location, is true and not misleading. All the documents and notifications submitted by the Customer to the Bank, are true and valid. The Customer is aware of the criminal liability for the supplying of false information to the Bank; e) the Customer has not directly or indirectly offered, promised or given any asset or priority to an employee of the Bank for the latter to act or refrain from action, in violation of his/her duties; f) The Customer represents that it is not engaged in Money Laundering, i.e., concealing or disguising the illicit origin of funds and other property acquired as a result of criminal offences, or in terrorism financing, and that the Customer s funds present in the Bank have not been obtained in a criminal way. 3.2 The Authorised Representative entering into the Transaction on behalf of the Customer, shall represent that he is duly authorised, including he is entitled to conclude the Transaction, to sign the Transaction documents and to carry out other actions necessary for the performance of the Transaction or related thereto. If this representation proves false, the Authorised Representative entering into the Transaction on behalf of the Customer shall undertake all of the Customer s obligations to the Bank. 3.3 When opening the Customer s Account, the Bank shall check representations and other information provided by the Customer within 2 Banking Days from the moment of opening of the Account. The Bank shall be entitled to refrain from execution of Transactions with the Customer in this Account. 4 IDENTIFICATION OF THE CUSTOMER AND AUTHORISED REPRESENTATIVES. PREVENTION OF MONEY LAUNDERING AND TERRORISM FINANCING 4.1 The Bank shall perform identification of the Customer and of Authorised Representatives in accordance with the requirements of the laws of the Republic of Latvia and of the Bank. The Customer shall submit to the Bank the requested information and documents confirming the accuracy of the information supplied. The Customer shall ensure that the documents confirming authority of the Customer s representatives to act on behalf of the Customer and identification of the Customers representatives in accordance with the requirements of the Bank are always at the disposal of the Bank. If the Customer fails to submit to the Bank such documents, the Bank shall be entitled to immediately refuse the execution of the Transaction fully or partially. 4.2 When entering into Transactions with the Customer, the Bank compares the signature of the Customer or Authorised Representative and the stamp imprint sample with samples of the signatures and the seal imprint samples in the Specimen Signature Card. For the purpose of comparison, the Bank shall not take into account the colour of the seal imprint. Upon examination of compliance of the signature of the Customer or Authorised Representative and the seal imprint sample with the signature and the seal imprint sample present in the Specimen Signature Card, the Bank shall be responsible solely for bad faith of the Bank. If the Bank has issued the code card to the Customer, the Customer acknowledges that a code from the code card correctly entered by the Customer is considered as equal to the signature of the Customer and Authorised Representatives and seal. The information specified by the Bank may be provided to the Customer remotely, by the Bank identifying the Customer in accordance with the procedure laid down in the Electronic Services Agreement. If any third party becomes aware of the Customer's means of identification that are used to access the NetBank and/or Phone Bank, the Customer shall be responsible for any consequences until the event is notified to the Bank under the procedure and in the form prescribed by the Bank. 4.3 For prevention of Money Laundering and terrorism financing the Bank is entitled to request from the Customer information and documents regarding the Customer, Beneficial Owners of the Customer, activity and the origin of the funds of Customer, explanation of the purpose of the Transactions concluded and applied for by the Parties et al. The Customer shall provide the information (documents) requested by the Bank within the time limit set by the Bank. If the Customer fails to provide to the Bank such information (documents) or the Bank suspects non-compliance of it to the actual conditions or Money Laundering or terrorism financing, the Bank shall be entitled to immediately refuse the execution of the Transaction fully or partially or to terminate the Transaction. Page 6 of 24

7 5 CONFIDENTIALITY 5.1 The Bank acknowledges that all the information related to the Customer, Transactions and relations of the Customer with third parties that the Customer has notified to the Bank shall be confidential and not to be disclosed to third parties without the permission of the Customer, other than the information that: a) is publicly available, or b) shall be submitted to the Credit Register of the Bank of Latvia in respect of the Customer's debt commitment, or c) shall be submitted for debt collection purposes regarding the existence, amount, basis of the Customer s debt commitment or reinforcement of obligations, or d) shall be submitted to the assignee on the assignable right of claim, or to third parties in relation with the conclusion of share or other forms of fund raising agreements, or e) is required by financial institutions involved in the execution of the Transaction applied for by the Customer upon their request, or f) is submitted to companies of the Bank Group, or g) may present evidence of the committing of a criminal offence or the Customer s violations in Transactions, or is required for investigation and finding of such facts, or h) shall be provided to the third parties monitoring and auditing the Bank, or i) shall be submitted to the competent authorities of the Republic of Latvia, of the European Union member states or of the other countries for performance of their functions in accordance with the law, or j) shall be submitted to the Bank's Personal Data operators and other co-operation partners or intermediate companies providing services to the Bank or having other cooperation with the Bank in order to execute the Customer s orders or proposed Transactions, the Bank s operations or functions, or requirements defined by the applicable law. 5.2 Confidential information is kept secret by the Bank and shall be non-disclosable. Confidential information may be disclosed only in accordance with laws of the Republic of Latvia and General Terms and Conditions. The Parties agree that in accordance with the requirements of the laws and regulations and counterparties, information regarding the Customer may be delivered to the competent national authorities of the European Union member states and other countries, for performance of their functions. 5.3 The Customer agrees that the Bank shall be entitled to record and to save all the mutual communication and to select unilaterally the technical means for the recording of mutual communication, without prior notification. The Customer agrees that the Bank shall be entitled to use the records of mutual communication as evidence in dispute resolution, and in court, for protection of its interests. The Bank has no obligation to keep the records of mutual communication for the benefit of the Customer. 6 PERSONAL DATA 6.1 The Authorised Representative and Beneficial Owner, when entering into the Transaction relationship with the Bank agrees that the Bank shall be entitled to process all the Personal Data including personal identification codes of the Customer, Authorised Representative and Beneficial Owner in accordance with provisions of laws and regulations of the Republic of Latvia. The Bank shall carry out the Personal Data processing (registered with the Data State Inspectorate of the Republic of Latvia, registration No ), the purpose and basis for which are registration of customers, offering, rendering and maintenance of services, ensuring the Bank s business and performance of the Bank s functions. The list of the Personal Data operators is available on the Website. The Bank shall be entitled to request, receive and to process Personal Data of the Customer and the Authorised Representative from other sources, including from the Personal Data processing systems of the governmental and local authorities. The Bank shall be entitled to transfer the information about the Customer and its transactions to the Bank Group (holding) companies, in cases of making joint credit decisions, provision of services and similar cases, as well as to the Personal Data operators as far as such information is required for performance of the functions assigned to them. The Bank shall be entitled to provide information to the Bank of Latvia and to receive information from the Bank of Latvia in the events and under the procedure prescribed by the Regulation for the Credit Register of the Bank of Latvia. The Page 7 of 24

8 Customer shall be entitled to receive information about itself, which is included in the Credit Register under the procedure prescribed by the Regulation for the Credit Register of the Bank of Latvia. Regulation for the Credit Register of the Bank of Latvia is available on the Bank of Latvia website at: In the cases for disclosure of the Customer's information provided for in the General Terms and Conditions, Personal Data being at the Bank s disposal may be disclosed to third parties that are providing services to the Bank or representing the Bank's interests, to which the Bank entrusts the execution of any obligation specified in the General Terms and Conditions or with which the Bank cooperates otherwise to ensure its business and performance of its functions. The Customer, Authorised Representative and Beneficial Owner agrees that the persons to whom Personal Data have been transferred in the cases of disclosure of the Customer information provided for in the General Terms and Conditions, shall be entitled to process all the Personal Data of the Customer, Authorised Representative and Beneficial Owner, including sensitive data and the personal identification codes. 6.3 A natural person by means of a written application to the Bank shall be entitled to acquaint itself with the Personal Data to be processed held by the Bank and it shall be entitled to request that additions or modifications are made to the Personal Data in accordance with legislative acts for personal data protection of the Republic of Latvia. 6.4 The Bank shall be entitled to use the Personal Data of the Customer and Authorised Representative at its disposal in order to provide to the Customer information on the Bank s products and services verbally, by post and electronic means of communication. 6.5 The Bank shall be entitled to undertake television surveillance and video-recording of visitors to premises being its property and/or possession in the interests of safety of the Bank and its Customers, as well as the recording of telephone conversations when the Bank has to identify the Customer or the Authorised Representative, in order to enter into the Transaction or provide information on the phone. 7 NOTIFICATIONS AND EXCHANGE OF INFORMATION 7.1 All the orders, applications, tasks, messages, recommendations and complaints resulting from existing Transaction relations between the Parties, are sent in writing by post, upon prior agreement with the Bank also by fax or , and by electronic means using NetBank. Terms of use of NetBank are defined by the Electronic Services Agreement. Notifications to the Bank may also be given verbally in cases specifically provided for in the General Terms and Conditions or in cases imperatively provided for in the laws and regulations of the Republic of Latvia. All the notifications to be presented to the Bank should be completed without amendments, crossed-out phrases, deletions or scribal errors, in a clearly readable text and executed in accordance with the requirements of the General Terms and Conditions. 7.2 Notifications to the Bank, which are sent by post, should be sent to the Bank s legal address. The Customer's notifications sent by post are considered to be received by the Bank at the moment they are recorded in the Bank's documentation registers. The Customer's notifications sent by fax or are considered to be received by the Bank at the moment the Bank has confirmed receipt thereof. Notifications to the Customer are sent by post to the Customer s legal address or to other last Customer s address notified to the Bank. The Bank shall bear no responsibility for the damages or expenses incurred by the Customer or third parties, if the Customer has failed to notify the Bank on the change of address for sending notifications or has specified the address for sending incorrectly, inaccurately or wrongly, as a result, has not received notifications from the Bank or has not received notifications from the Bank in good time. The Bank shall be entitled to send notifications to the Customer also under another procedure laid down by the Bank, including by electronic means of communication and verbally. 7.3 If the notification is sent to the Customer to its postal address, it shall be deemed to be received on the third day following delivery to the post office, irrespective of the actual receipt. If the notification is sent to the Customer by electronic means of communication, it shall be deemed to be received at the time of dispatch, irrespective of the actual receipt. The Bank is not responsible for damages and other additional costs to the Customer that may be incurred by the Customer due to information transmission problems, delay or its abuse. The Customer empowers all its Authorised Representatives, as well as other persons present at the address for the sending of notification to receive notifications. If a notification is received by any Authorised Representative, it is considered that the Customer has received the notification. The Bank shall be entitled to make records of verbal notifications. The Customer accepts such records by the Bank as equal to the received written notifications. Page 8 of 24

9 7.4 The Bank s stamp and signature of the Bank s employee on the notification submitted by the Customer shall confirm acceptance of the notification for processing and shall not impose on the Bank obligations relating to execution of the notification. The only proof for execution of the Transaction is entry of the Transaction into the Account or confirmation of execution prepared by the Bank. 7.5 The Bank accepts notifications from the Customer drawn up in Latvian, Russian or English. The Customer agrees that the language selected by the Customer for receipt of the notifications shall be the language specified by the Customer for receipt of the Account statement. In the case if the Customer has not applied for receipt of the Account statement, the Bank shall be entitled to send notifications to the Customer in the language in which the Customer s notification submitted to the Bank is executed. The Customer is responsible for expressing notification clearly and definitely. The Bank shall be entitled, at its sole discretion, to decline execution of unclear notifications wholly or partly. If the numbers in the notification at the same time are written in both in words and figures, then in the event of any conflict numbers written in words are effective. 7.6 If the Bank suspects deficiencies of the Customer s notification, including authenticity or legal force, or there are any doubts about the content of the document, the Bank shall be entitled to request the Customer to repeat the notification in a certain form or to request a Latvian translation and legalisation of the notification. The Bank shall be entitled to refuse execution of the notification until the repeated notification is received. 7.7 If the Bank has not specified otherwise, the Bank processes notifications on Banking Days during the Bank s normal working hours. If the Bank has accepted the notification at another time, the day for acceptance of the notification shall be considered to be the next Banking Day. 7.8 The Bank shall hand over the Customer s notifications addressed to one of the banks or companies of Bank Group, and notifications from a company of Bank Group addressed to the Customer respectively to the company of Bank Group or to the Customer. The Bank at its discretion elects the form and the manner in which notifications of the Bank Group are delivered. 7.9 The Bank confirms that banks or companies in Bank Group have agreed to the provisions of Section 7 of the General Terms and Conditions, therefore: a) notifications of the bank or company of Bank Group shall be binding to the company of Bank Group and to the Customer as notifications received in writing; b) if the agreements between a bank or a company of Bank Group and the Customer specify the Account, it is considered that the agreement includes the Customer identification data and the address being at the disposal of the Bank The Bank is not responsible for the transaction concluded, implemented or terminated by a third party and the Customer, due to or on the basis of notification from a bank or a company in Bank Group, as well as the Bank is not responsible for other consequences of these notifications. 8 CUSTOMER S OBLIGATION TO COOPERATE 8.1 For proper conduct of Transactions between the Bank and the Customer, the Customer shall promptly report to the Bank on changes in personal and registration data, passport details, addresses, and other contact information of the Customer and the Authorised Representatives, legal capacity and capacity to act, important changes in the financial condition, as well as on amendments or expiry of the powers of attorney submitted to the Bank, and the Beneficial Owners from the Transaction. This notification obligation exists even if changes in the Customer s information submitted to the Bank are included in the public registers. The Customer having entered into Transactions with the Bank related to borrowing of its funds (credit, overdraft), as well as the related security and reinforcement Transactions (pledge, mortgage agreement, other security agreements, guarantee) undertakes to submit to the Bank the documents confirming income, debt liabilities and financial situation of the Customer, guarantor and other persons participating in repayment of the borrowed funds within the period, in the form and under the procedure prescribed by the request of the Bank. 8.2 Complete information on the Transactions registered in the Account shall be made available by the Bank to the Customer by electronic means in the NetBank in the form of the Account statement. The Customer shall be entitled to receive another type of Account statement upon individual request in accordance with the commission specified in the Price List. The Customer shall follow a display of Transactions on the Account and to check its conformity with what was actually carried out not less than once a month. The Customer agrees that in terms of General Page 9 of 24

10 Terms and Conditions the Account statement is considered to be the primary evidence of Transactions carried out by the Customer that constitute sufficient basis for the establishment of appropriate fact. The Customer agrees that, unless General Terms and Conditions specify otherwise, if the Customer without delay, and no later than within five Banking Days from the date of receipt of the Account statement has not notified the deficiencies to the Bank, the accuracy and completeness of the Account statement is considered to be confirmed by the Customer. The Customer shall, at the Bank's request, without delay provide to the latter all the documented evidence and information that may be indicative of non-conformance of the Transactions reflected on the Account with those actually carried out or the Transactions not approved (unauthorised) by the Customer. 8.3 If the funds have been accrued to the Account by mistake made by the Bank, the Bank shall be entitled to debit such funds from the Account without acceptance. 8.4 The Parties agree that the Customer is not entitled to assign its claims against the Bank to third parties without the Bank s written consent. 8.5 The Customer shall notify the Bank of any facts and events known to the Customer that could be indicative of and/or cause an unjust enrichment for the Customer and/or cause damage to the Bank. 9 COMMISSIONS. PAYMENTS TO THE BANK 9.1 The Customer pays to the Bank remuneration (commission) for services rendered, under the procedure and in the amounts specified by the General Terms and Conditions and the Price List. Amount and procedure for payment of the commission shall be determined by the Price List effective at the time for provision of the service. The Bank shall be entitled to amend the Price List unilaterally. Such amendments shall enter into force two months after notification of amendments to the Price List, unless amendments to the Price List or laws of the Republic of Latvia have set another term for entry into force of the amendments. The Bank shall notify the Customer of amendments to the Price List by publishing them on the Website, or if the Bank and the Customer have agreed separately thereon, the Bank shall notify the Customer of amendments to the Price List on an individual basis. If the Customer has not submitted its objections to the Bank before the date of entry into force of the amendments to the Price List, it is considered that the Customer has agreed to them. If the Customer does not accept amendments to the Price List, it shall be entitled immediately but not later than at the date of entry into force of the amendments, without the application of penalty sanctions, to refuse receipt of the appropriate service from the Bank and to terminate the Transaction relationship with the Bank in the part for which the notified amendments to the Price List have entered into force. In case of termination of the Transaction relationship, the Customer shall submit to the Bank all the necessary documents and to carry out all the necessary activities for settlement of all the obligations derived from the legal relationship existing between the Parties. 9.2 The Bank's interest rates (if the Parties have agreed on the calculation of interest for the Account balance) are published on the Website, unless another agreement on interest rates is concluded between the Parties. The Bank shall be entitled to amend unilaterally the Bank's interest rate at any time without prior notice, i.a. during the Banking Day, taking into account the interest rate fluctuations on financial markets, unless agreements concluded between the Parties provide otherwise. Such amendments shall enter into force with the time of their notification to the Customers, i.e. at the time of publication of new Bank interest rates on the Website, or if the Bank and the Customer have agreed separately thereon, the Bank shall notify the Customer about changes in the interest rates on an individual basis. 9.3 Bank Currency Exchange Rates are specified in the NetBank. Unless agreements concluded between the Parties provide otherwise, the Bank shall be entitled to amend unilaterally the Bank Currency Exchange Rates at any time without prior notice, i.a. during the Banking Day, taking into account the exchange rate fluctuations on the financial markets. Such amendments shall enter into force with the time of their notification to the Customers, i.e. at the time of publication of new Bank Currency Exchange Rates in the NetBank. The Customer agrees that the published Bank Currency Exchange Rate may differ from the currency exchange rate applied for the particular Transaction, which the Bank shall be entitled to notify to the Customer of only after execution of the Transaction in the form of Account statement. 9.4 The Customer shall familiarise itself with the Price List, the Bank Currency Exchange Rates and interest rates before applying for the service in the Bank. The Bank shall be entitled to determine the commission for services which are not included in the Price List, at its sole discretion. Such commission shall be effective from the date when the Customer has received notification thereof. Page 10 of 24

11 9.5 The commission shall be paid before the execution of service, unless the Bank has set any other procedure for payment of the commission. If the Customer has not paid to the Bank the commission for the Bank s services, the Bank shall be entitled to suspend rendering that service to the Customer without previous notice or to refuse rendering the service. If the Bank suspends or refuses rendering the service to the Customer for the reasons referred to in the previous sentence, the Bank is not responsible for damages and other additional expenses incurred by the Customer. The Bank shall be entitled at its discretion to continue provision of the service, if the Customer has not paid the commission for the Bank s services, resulting in the Bank having obtained appropriate right of claim against the Customer in the amount of the outstanding commission. 9.6 If the commission is subject to taxes, duties or payments considered as equal to these, the Bank shall be entitled to deduct these payments from the Customer, with a corresponding increase in the amount of commission. 9.7 The Bank has the right to debit without acceptance from any Account any claims arising from Transactions proposed by the Customer (including the amounts of Payments proposed by the Customer, commissions, conversions, taxes, duties etc.) that the Customer has committed to perform and/or to which the Bank shall be entitled in accordance with the General Terms and Conditions. In the case the Account, at the time when payment due to the Bank has to be made, has insufficient balance of the currency in which the payment has to be made, the Bank shall be entitled to debit the amount of its claims in another currency at the Bank Currency Exchange Rate in force at the time of debiting the amount of the claim. In the case the Account, at the time when payment due to the Bank has to be made, has insufficient balance to make payment, the Bank shall be entitled to debit the amount of its claims immediately at the time when the balance of the Account will be sufficient to make payment. In this case, the Bank shall be entitled to debit the amount of claims according to the Price List in force at the time of debiting the amount of the claim. If the amount paid in by the Customer is not sufficient to satisfy the entire Bank claims, the claims are satisfied in the order at the discretion of the Bank, including satisfying the less reinforced claims at first. 9.8 If the Customer fails to fulfil its obligations to the Bank in whole or in part, as well as if the Customer s insolvency process is declared or the Customer's legal protection or winding-up proceedings are implemented, the Bank shall be entitled to use without any restrictions the existing funds of the Customer placed at the Bank to reduce the extent of the obligations of the Customer or completely fulfil these obligations. 10 SECURITY FOR THE BANK S CLAIMS AGAINST THE CUSTOMER 10.1 All the Customer s funds that presently are or hereafter will be deposited on the Accounts serve as financial collateral for obligations of the Customer and of the Customers closely related therewith against the Bank and are pledged to the Bank as financial pledge. Financial pledge shall secure obligations of the Customer and the Customers closely related therewith against the Bank, including future obligations. The Bank is responsible only for damages incurred by financial pledge due to the Bank's bad faith. The Bank shall be entitled to use financial pledge and its future components. The Bank pays compensation for use where this is provided for in the Price List The Bank shall be entitled to satisfy all the Bank s claims against the Customer by enforcement of the financial pledge, without prior notification to the Customer. The Bank shall be entitled to debit (transfer) the amount due from any Account or funds to which the Customer otherwise is entitled to. Financial pledge being in the Bank's actual possession is considered to be delivered to the Bank in respect of all the Bank s claims against the Customer, the Customer s debt to the Bank and further Customer s debts to the Bank shall be paid from financial pledge, and the Bank shall be entitled to direct recovery against the financial pledge and to use it without prior notification or special reminder to the Customer. The Bank shall be entitled to use the detainer rights in regard to the financial pledge if the debt payment term is due. The Bank shall be entitled to use the financial pledge by replacing it with an equivalent collateral The Customer shall be held solidary liable for all the obligations against the Bank of Customers closely related to the Customer in lieu of the principal debtor. Within the meaning of General Terms and Conditions as closely related Customers shall be deemed to be persons for whom one or several of the following conditions are valid: a) one of those persons directly or indirectly controls the other person due to their decisive influence based on the participation, holding group contract or analogous relations; b) the persons have a common related person in accordance with the conditions referred to in (a) hereby; Page 11 of 24

12 c) the persons have a joint Beneficial Owner. The Customer shall be responsible for the commitments of closely related Customers, if the Customers have been closely related at any time since the obligations have come into existence or are present. 11 LIABILITY 11.1 For any failure to comply with the payment date, at the request of the other Party the Party causing the failure shall pay to the other Party a contractual penalty in the amount of 0.1% (one tenth of per cent) per day of the outstanding sum for each day of delay, but not more than five per cent of the unpaid amount unless otherwise provided for by the Price List, another section of General Terms and Conditions for a specific financial service or contract/agreement concluded between the Parties. Payment of the contractual penalty shall not relieve the Party from fulfilment of its obligations Payment of the contractual penalty shall include indemnification of all the Customer s interests, damages and expenses. The Bank shall be held responsible for damages incurred by the Customer due to the Transaction between the Parties, only in the event if the damages are caused by the Bank's bad faith. In the case of the Bank's bad faith, the Bank shall indemnify to the Customer only direct and incurred damages The Bank is not responsible for full or partial failure to comply with its obligations, if such a default has occurred due to any circumstances outside the control of the Bank, including terrorism, warfare, fires, explosions, civil disturbances, strikes, natural disasters, acts issued by the public authorities, actions of third parties, computer or other communications disorders or defects, or errors. 12 TERMINATION OF TRANSACTION 12.1 Unless otherwise specified by the agreement between the Parties or General Terms and Conditions, it is considered that any agreement concluded between the Parties is of unlimited duration Each Party shall be entitled to unilaterally terminate all or individual contractual relations existing between the Parties, by giving notice to the other Party on the termination of the contractual relations specified therein not later than by 30 (thirty) calendar days before the date of termination of the contractual relationship, unless otherwise prescribed by the law of the Republic of Latvia or the agreement concluded between the Parties The Bank shall be entitled to suspend or to terminate any Transaction and any contractual relations with the Customer unilaterally, without indemnification to the Customer of any damages or additional expenses, and without prior notice immediately in the following cases: a) if the Customer is in breach of the General Terms and Conditions or representation stipulated by Clause 3.1 of the General Terms and Conditions turns out to be false; b) if there is a suspicion that the person acting on behalf of a Customer is not identified or duly authorised; c) if there is a suspicion of the Customer s relationship with Money Laundering, terrorism financing or attempt thereof; d) if the Customer commits legally punishable, unfair or unethical action or the Bank has a basis to consider future cooperation with the Customer to be offensive to the Bank s honour, dignity or reputation; e) in the cases referred to in Clause 4.3 of the General Terms and Conditions In the event of termination of the Transaction, all the Payments resulting from the Transaction to be terminated, become due. For any delay by the Customer to make Payment, the Customer shall pay to the Bank a contractual penalty in accordance with the General Terms and Conditions, even after termination of the Transaction The Customer shall fulfil all the obligations arising from the contractual relationship with the Bank not later than on the date of termination of the contractual relationship. Page 12 of 24

13 13 APPLICABLE LAW AND PROCEEDINGS FOR DISPUTE RESOLUTION 13.1 Laws of the Republic of Latvia, international banking practices and customs shall apply to the Transaction relationship between the Parties, unless the Parties have agreed otherwise in writing The Parties shall be entitled to resolve all differences between the Customer and the Bank through mutual negotiations The Parties agree that before the dispute is referred for adjudication to the Court or Court of arbitration, the Customer shall submit the recommendation, claim or complaint against the Bank in writing and the Bank shall examine the same within the time limit prescribed subject to the procedure for handling recommendations and complaints, which is placed on the Website If the Customer s claim against the Bank falls within the competence of the ombudsman of the Association of Commercial Banks of Latvia, in accordance with the ombudsman's rules of procedure, the Customer shall be entitled to refer the claim for examination to the ombudsman Any dispute, disagreement or claim resulting from the Transaction relationship between the Parties, breach thereof, termination, legality, validity or interpretation, shall be resolved at the discretion of claimant by the courts of the Republic of Latvia or the Court of Arbitration of the Association of Commercial Banks of Latvia in accordance with statute, regulations of the said Court of Arbitration and bylaws on the costs of the Court of Arbitration of the Association of Commercial Banks of Latvia. Provisions of these documents are to be considered as covered by this Clause. Arbitration judgment shall be final, not subject to appeal and shall be obligatory to the Parties. The number of arbitrators is one. The language of the arbitration proceedings is in Latvian. The Parties shall assign the appointment of arbitrator to the Chairperson of the Court of Arbitration of the Association of Commercial Banks of Latvia In the event of conflict between the text of the General Terms and Conditions in Latvian and the text of the General Terms and Conditions in another language, the text of the General Terms and Conditions in Latvian shall be applied. 14 TERMS AND CONDITIONS OF ACCOUNT 14.1 Application These terms and conditions of Account are applicable if the Customer has applied for opening of the Account to the Bank or the Customer has an Account opened with the Bank Account opening The Bank opens for the Customer a multi-currency Account on the basis of the Customer s application for opening of an Account. The Account Agreement shall be deemed to have been concluded from the Account opening date. The time for opening of the Account is considered to be the time when the Bank has signed the Account Agreement. The Bank shall be entitled to refuse the Customer to open an Account on the basis of the confidential information at its disposal or due to any other reason. In this case, the Bank does not have to explain to the Customer the reason for refusal. In case the Bank has refused to open an Account, the Bank shall keep all the documents submitted by the Customer for opening of an Account. The Bank shall be entitled to determine the currencies that the Customer will be able to use in the Account Transactions in the Account If the Customer finds that the Transactions reflected in the Account do not correspond to those actually carried out or there are Transactions that are not approved (unauthorised) by the Customer, it shall notify the Bank thereof without delay, but not later than within five Banking Days from the date when the Transaction is recorded (or the date when the Transaction had to be recorded). The Customer shall be entitled to receive indemnification for damages from the Bank in accordance with the Law, by submitting to the Bank claim in the form and under the procedure prescribed by the Bank (procedure for examination of recommendations and claims is available on the Website) not later than within ten Banking Days after the funds have been debited from the Account, unless the Parties have agreed otherwise in writing The Bank shall not refund damages to the Customer if the Customer has acted unlawfully or on purpose (intentionally) or due to serious negligence has failed to comply with one or more requirements of the General Terms and Conditions, as well as in cases when the Customer could have or should have anticipate damages, but it has failed to provide for the safety of funds on the Page 13 of 24